KBL Merger Corp. IV
527 Stanton Christiana Rd.

Newark, DE 19713

By Electronic Mail Only

January 18, 2017

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attn: Russell Mancuso

Dear Mr. Mancuso:

On behalf of KBL Merger Corp. IV., a Delaware corporation (the “Company”), we hereby transmit the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on December 13, 2016, regarding the Registration Statement on Form S-1 filed with the Commission on November 16, 2016 (“Registration Statement”). We have also today filed with the Commission Amendment No. 1 to Registration Statement on Form S-1 reflecting the Staff’s comments.

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.

Prospectus Cover

We have revised the disclosure to include references to the warrants being callable on pages 11 and 112. Furthermore, on page 1, we have disclosed that all references to “warrants,” unless otherwise indicated, are to redeemable warrants.

We have revised the disclosure on the cover page and on pages 29, 120 and 130, to clarify that we have applied to list our securities on NASDAQ, that we expect that our units will be listed on NASDAQ on the date of the prospectus, and that following the date the shares of our common stock and warrants are eligible to trade separately, we anticipate that the shares of our common stock and warrants will be listed separately on NASDAQ. In the event that our securities are not approved for listing on NASDAQ we would not proceed with this offering.

Summary Page 1

The Company has provided balanced disclosure by disclosing, on pages 5 and 69, that KBL III was unable to consummate a business combination and that such entity was liquidated. In addition, we have revised the disclosure on pages 2 and 66 to state that past performance by our management team is not a guarantee that we will be able to locate a suitable candidate for our initial business combination or of success with respect to any business combination we may complete, and that investors should not rely on the historical record of our management’s performance as indicative of our future performance.

Initial Business Combination, page 6

No written communications have been provided to potential investors in reliance on Section 5(d) of the Securities Act as of the date of this letter. We hereby advise the Staff that we will supplementally provide the Staff with copies of all written communications presented to potential investors in reliance on Section 5(d) of the Securities Act. The Staff is advised that investors will not retain copies of such materials.

Units, page 9

In connection with the underwriters' purchase of private placement units, the underwriters or their designees will be allocated 260,000 (or 290,000 if the overallotment option is exercised in full) founder shares through their purchase of membership interests in our sponsor, representing an aggregate 10.4% (or approximately 10.1% if the over-allotment option is exercised in full) equity ownership in our sponsor, for a total of $2,600 (or $2,900 if the overallotment option is exercised in full), pursuant to a private placement that will close simultaneously with the closing of the public offering and the private placement of units. Our sponsor will beneficially own the founder shares allocated to the underwriters or their designees and will retain sole voting and dispositive power over such securities. We have revised the disclosure in footnote (1) and on pages 41, 107, 129 and 132 of the prospectus, accordingly.

Our sponsor will distribute the founder shares to the underwriters or their designees at or around the time of the closing of the initial business combination for no additional consideration and such securities will be subject to the restrictions on transfer described in the prospectus under "Principal Stockholders – Transfers of Founder Shares and Private Placement Units."

Redemption of warrants, page 11

If the Company’s shares of common stock are at the time of any exercise of a warrant listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, then states would be preempted from applying registration and qualification requirements of blue sky laws to such an exercise. In such a case, the shares underlying the warrants may be issued upon exercise of the warrants either pursuant to an effective and current registration statement or pursuant to the exemption in Section 3(a)(9) of the Securities Act. If the Company’s shares of common stock are not at the time of any exercise of a warrant listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the warrant agreement provides that the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act, in which case the shares of common stock issued upon exercise of the warrants would be “covered securities” under Section 18(b)(4)(D) of the Securities Act. If the Company does not elect at the time of exercise to require a holder of public warrants who exercises public warrants to exercise such public warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the shares of common stock issuable upon exercise of the public warrants under the blue sky laws of the state of residence in those states in which the warrants were initially offered by the Company to the extent an exemption is not available. Subject to compliance with this agreement, the Company may redeem the warrants even if it is unable to register or qualify the underlying securities for sale under all state securities laws. In response to the Staff’s comment, the Company has clarified the disclosure on pages 12, 13, 35-36, 47 and 113.

Proceeds to be held in trust account, page 14

The Company has revised the disclosure on page 16 to clarify that only the requirements of law and regulation could require that funds held in the trust be released other than interest to pay taxes or working capital expenses. If interest is not sufficient to pay taxes or working capital expenses, the Company would only use any funds held outside the trust account to fulfill its obligations. While it is not possible at present to determine every circumstance when a law or regulation may apply to a particular set of facts in the future, and the Company believes there is a low risk that any such law or regulation would require the Company to release funds held in the trust (other than interest) to pay the Company’s obligations (as opposed to using funds outside the trust account), the Company believes it is appropriate to include the caveat that law or regulation could potentially require such release.

Conditions to completing our initial business combination, page 15

The Company has revised the disclosure on page 16 to add a parenthetical immediately following the referenced disclosure which states that our amended and restated certificate of incorporation will provide that we may not issue securities that can vote with the common stockholders on matters related to our pre-business combination activity.

Release of funds in trust account on closing of our initial business combination, page 20

The Company has revised the disclosure on pages 21 and 53 to state that the funds in the trust account that will be used to pay redeeming stockholders will be released to the trustee to pay those stockholders, and not released to the Company.

Redemption of public shares and distribution and liquidation, page 20

We have revised the disclosure on pages 21-22 and 38 to address the Staff’s comment.

Risk Factors, page 24

The Company has added a risk factor on page 50 of the prospectus to explain the tax uncertainties related to an investment in the Company’s securities. The Company respectfully submits that where a tax uncertainty is disclosed (e.g., pages 122 and 124-125 with respect to the cashless exercise of a warrant), the Company has disclosed the material alternative.

You will not have any rights, page 27

After further review of the referenced sentence, we have decided to delete such sentence in response to the Staff’s comment.

We have revised this risk factor to clarify that our public stockholders will be entitled to receive funds from the trust account upon the redemption of our public shares in connection with a shareholder vote to approve an amendment to our amended and restated articles of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering.

If third parties bring claims against us, page 30

We have added to page 32 that we are not aware of any product or service providers who have not or will not provide such waiver other than the underwriters of this offering.

We are not registering the shares of common stock, page 33

We have revised the disclosure to disclose the risk to investors in this offering of being required to hold the warrants while insiders can exercise and sell the underlying common stock.

We may issue additional common or preferred shares, page 36

The Company has revised the disclosure on page 38 to clarify that these provisions may be eliminated by a vote of stockholders.

The provisions of our amended and restated certificate of incorporation, page 42

The Company’s amended and restated certificate of incorporation will provide that the Company may not withdraw funds from the trust account except for the withdrawal of interest to pay taxes and for working capital purposes until the earliest of (i) the completion of our initial business combination, (ii) the redemption of 100% of the shares of common stock underlying the units being offered in this offering if we are unable to complete our initial business combination within 24 months from the closing of this offering and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of the Company’s amended and restated certificate of incorporation relating to stockholders’ rights or pre-business combination activity.

The Company has added a risk factor on page 45 to explain this risk. In addition, our amended and restated certificate of incorporation will provide that in the event that we enter into an initial business combination with a target business that is affiliated with our sponsor, or the directors or officers of the Company, the Company, or a committee of the independent directors of the Company, shall obtain an opinion from an independent investment banking firm or a qualified independent accounting firm that such business combination is fair to the Company from a financial point of view.

Status as a Public Company, page 70

The Company has revised the disclosure on page 74 to balance such disclosure.

Redemption of public shares, page 77

The Company has revised the disclosure on page 82 to clarify that the Company may not proceed with the amendment under such circumstances.

We have revised the disclosure on pages 35 and 84 to clarify that the potential reasons for a distribution being deemed unlawful include legal proceedings that a party may bring or other circumstances that are currently unknown.

Directors and Executive Officers, page 89

We have revised the disclosure to clarify the relevant dates. We believe that our disclosure in this section is consistent with the information in the table on page 102.

The members of our Scientific Advisory Board are individuals who have the background and experience to assist us in evaluating our business strategies and development. We have no formal arrangement or agreement with these individuals to provide services to us and accordingly, such individuals have no compensation arrangement with us other than their ownership of founder shares through our sponsor. We expect that our Scientific Advisory Board will provide advice, insights, contacts and other assistance to us based on their extensive industry experience and involvement in areas of activity that are strategic to us. As disclosed on page 96 of the prospectus, we currently expect our Scientific and Advisory Board to (i) assist us in sourcing potential business combination targets, (ii) provide their scientific and business insights when we assess potential business combination targets and (iii) upon our request, provide their scientific and business insights as we work to create additional value in the businesses that we acquire. In this regard, they will fulfill some of the same functions as our board members in strictly advisory capacities but on a more limited basis. However, our Scientific and Advisory Board will not perform board, committee or management functions, nor will they have any voting or decision making capacity on our behalf. They will also not be subject to the fiduciary requirements to which our board members are subject. We anticipate having periodic meetings with these individuals as a group, as well as discussions with individual advisors as needed. The members of the Scientific Advisory Board are people with whom Dr. Krauss has worked for many years and they were chosen because they are luminaries in their field, very well connected and respected and have both scientific and business experience. Many of these people were advisors to Dr. Krauss’s previous SPACs.

We have revised the disclosure to clarify that our executive officers and directors are affiliated with entities engaged in business activities similar to those intended to be conducted by us following our initial business combination. Information regarding other blank check companies with which our executive officers or directors have been affiliated is disclosed on pages 4-5 and 68-69 under the heading “Our management team has an established track record of raising and operating blank check companies. We believe this experience enhances the probability of successfully completing a business combination.” In addition, information regarding other operating companies with which our executive officers or directors are affiliated is disclosed on pages 94-96 and 102 under the headings “Management” and “Management—Conflicts of Interest.”

Warrants, page 107

The Company has revised the disclosure on page 115 to explain that the purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.

Our Amended and Restated Certificate of Incorporation, page 111

The Company has revised this sentence to clarify that all public stockholders would have the right to redeem.

Allocation of Purchase Price, page 117

We have revised the disclosure in response to the Staff’s comment.

Possible Constructive Distributions, page 119

We have revised the disclosure in response to the Staff’s comment.

Underwriting Discount, page 122

We have revised the disclosure on page 128 to refer to changes the underwriters may make to the offering price and selling terms after completion of the offering.

Index to Financial Statements, page F-1

Report of Independent Registered Public Accounting Firm, page F-2

The Company has revised the opinion language on page F-2 accordingly.

Note 2. Significant Accounting Policies

Emerging growth company, page F-9

The Company has revised the disclosure on page F-10 accordingly.

The Company has revised the Registration Statement in accordance with the Staff’s comment.

We thank the Staff in advance for its consideration of the Amended Registration Statement. Should you have any questions regarding the foregoing, please contact me at (212) 370-1300.